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7 Aug 2008 07:32
Not for release, publication or distribution, in whole or in part, in OR into the United States, Canada, Australia or Japan or any Jurisdiction if to do so would constitute a violation of the relevant laws of such Jurisdiction.
Fairfax Financial Holdings Limited
7 August 2008
Fairfax Financial Holdings Limited ("Fairfax") cash offer for Advent Capital (Holdings) PLC ("Advent")
Posting of Offer Document
The Fairfax Board is pleased to announce that the Offer Document and the Forms of Acceptance containing the Offer by Fairfax (on behalf of members of the Fairfax Group) for the entire issued and to be issued share capital of Advent not already owned by members of the Fairfax Group announced on 29 July 2008, will be posted today to Advent Shareholders (other than certain Overseas Shareholders).
The key highlights of the Offer are:
165 pence in cash for each Advent Share, a par with the Closing Price of 165 pence per Advent Share on 28 July 2008, being the last business day prior to the announcement of the Offer;
In making the Offer, Fairfax believes that it is providing Advent Shareholders with an opportunity to exit their investment in Advent that might not otherwise have been available by way of regular trading on the London Stock Exchange;
Fairfax has received letters of intent to accept the Offer in respect of 8,119,936 Advent Shares representing (in aggregate) approximately 20 per cent. of Advent's existing issued Shares;
It is the expectation of Fairfax that the current board of directors and senior management of Advent will remain in place and that Advent will continue to operate from its present place of business in accordance with its existing business plan and publicly stated objectives; and
Fairfax views the maintenance of Advent's admission to AIM as beneficial and intends to maintain it unless (a) the amount of Advent Shares deemed to be held in public hands as a result of the Offer is either too small to maintain admission under the AIM Rules or that the benefits of such admission are no longer viable in the circumstances; or (b) Fairfax achieves acceptances under the Offer in respect of 90 per cent. or more of the Advent Shares to which the Offer relates and Fairfax is able to exercise its compulsory acquisition rights (as further explained in the Offer Document).
To accept the Offer in respect of Advent Shares held in certificated form (that is, not through CREST), holders should complete, sign and return the relevant Form(s) of Acceptance in accordance with the instructions thereon and the instructions in the Offer Document as soon as possible and, in any event, so as to be received no later than 1.00 p.m. London time on 28 August 2008.
To accept the Offer in respect of Advent Shares held in uncertificated form (that is, through CREST), holders should submit a TTE instruction in accordance with the instructions in the Offer Document for settlement as soon as possible and, in any event, by no later than 1.00 p.m. London time on 28 August 2008.
Copies of the Offer Document and Forms of Acceptance are available for inspection (during normal business hours only) from Clyde & Co LLP, 51 Eastcheap, London EC3M 1JP.
Copies of the Offer Document and the Form of Acceptance have also been submitted to the UK Listing Authority and will shortly be available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at The Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS.
Save as defined above, capitalised terms used in this announcement have the same meaning as in the Offer Document dated 7 August 2008.
Enquiries:
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Fairfax Financial Holdings Limited Greg Taylor - Chief Financial Officer +1 416 367 4941 Merrill Lynch International +44 (0) 20 7628 1000 Matthew Watkins Paul Frankfurt Sources and Bases Fairfax has received non-binding letters of intent to accept the Offer from Phoenix Asset Management Partners Limited as to 5,698,346 shares and Amber Master Fund (Cayman) SPC as to 2,421,590 shares. Merrill Lynch, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Fairfax and no one else in connection with the Offer and will not be responsible to anyone other than Fairfax for providing the protections afforded to its customers or for providing advice in relation to the Offer or in relation to the contents of this announcement or any transaction or arrangement referred to herein. This announcement is not intended to and does not constitute, or form any part of, an offer or an invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer will be made solely through the Offer Document and, in the case of certificated Advent Shares, the Form of Acceptance, which, when issued, will together contain the full terms and conditions of the Offer, including details of how to accept the Offer. Any acceptance or other response to the Offer should be made only on the basis of the information contained in the Offer Document and, in the case of certificated Advent Shares, the Form of Acceptance. The Fairfax Directors accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Fairfax Directors (who have taken all reasonable care to ensure this is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. |
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